Compliance Guidance Notes

How to treat
‘Restricted Information’

AlphaSights Ltd.
Strictly Private & Confidential
Registered in England No. 6534480. VAT No. GB937 4887 66
Introduction

Purpose Topics covered

Interactions arranged through AlphaSights take place Overview................................................................3

on a secure and compliant platform specifically
designed to safeguard the legal rights and interests of Material Non-public Information............................4
our clients and industry professionals such as you
with whom they engage. Confidential Information........................................5

The purpose of these Compliance Guidance Notes is Client’s Information...............................................6

to provide you with additional information concerning
the important topic of ‘How to treat Restricted
Information’ in connection with your forthcoming
Interaction with our Client. These Notes supplement
the Compliance Undertakings and Terms of
Engagement to which you recently agreed. Please
ensure that you have read and understood all three
documents prior to your Interaction.

If you have any questions or comments about

anything raised by these Notes, please contact
compliance@alphasights.com.

Please note: Nothing in these Notes or any

conversations you may have with AlphaSights about
them constitutes legal advice or should be relied on
by you in any way. If you are uncertain about your
rights, obligations and duties in connection with your
participation in any Interaction, you should obtain
your own independent legal advice.

AlphaSights Ltd.
Strictly Private & Confidential
Registered in England No. 6534480. VAT No. GB937 4887 66
Overview

Key Principle Explanation Types of Restricted Information

During Interactions, you should not ‘Restricted Information’ is defined as any information Three main types of Restricted Information are
that you have a contractual, fiduciary or other legal covered in these Notes: Material Non-public
discuss or disclose Restricted
duty not to disclose to third parties. Information, Confidential & Proprietary Information
Information about any company or and our Client’s Information. These are discussed
security. AlphaSights serves a global client base that includes below.
the world’s leading institutional investors, strategy
consultancies and corporate executives.

As part of their business, our clients are involved in

making or advising on investments in public and/or
privately-held securities. In many cases, their interest
in participating in Interaction(s) with you stems from
their identification of a specific investment opportunity
and could result from many months of independent
research and analysis.

Accordingly, if during an Interaction you give our

Client any sort of Restricted Information, applicable
securities laws, regulations and their own systems
and controls may prevent them from making planned
investments, annulling months of prior work and
potentially causing them to suffer the costs of
abandonment.

Additionally, if you disclose Restricted Information in

breach of an obligation you owe to a third party, you
may be personally liable to that third party and to
criminal/regulatory sanctions.

AlphaSights Ltd.
Strictly Private & Confidential
Registered in England No. 6534480. VAT No. GB937 4887 66
Material Non-public Information

As well as criminal penalties, Insider Trading or Box 1

Definition
tipping Material Non-public Information may result in
civil or regulatory sanctions (such as fines or Could it be MNPI?
Material Non-public Information (“MNPI”) can be
disgorgement of profits) for both tippers and ‘tippees’.
defined as information which: Here is a non-exhaustive list of situations that
could give rise to MNPI. You should not provide
Consequences of disclosure any information about these matters which is
• relates to a specific publicly-traded security (debt
not widely in the public domain:
or equity);
If our Client were to receive any Material Non-public
Information from you, they would not be able to trade • Changes of control, including mergers, splits
• is not generally known to the public; and and spin-offs
in any securities to which such information relates –
even where they had had a pre-existing intention to • Sale, disposal, destruction or changes in
• if it were known publicly, would be likely to have a
do so and were simply speaking with you to confirm valuation of major assets
substantial effect on the market price of the
security.
an existing investment thesis. • Changes in expected earnings or losses
• Changes in management
They may also have to place the relevant securities
(See Box 1 below for more information.)
on a restricted list meaning that other people in their • Changes in customer or purchase orders
team/firm may also not be able to trade in them. • Entering or withdrawing from new
How to treat MNPI markets/territories
As such, your disclosure of Material Non-public • Activities of an auditor
Being in possession of Material Non-public
Information about any company/security (even if not
Information is not, of itself, illegal. However, in most • Changes in share capital and/or dividend
the subject of the Interaction) may cause significant
jurisdictions it is a crime (usually known as ‘Insider rights
disruption to our Client, not to mention criminal/civil
Trading’) to buy or sell securities about which you • Insolvency measures or proceedings of a
liability for you.
know such information. In the US, you additionally company or its debtors
need to have misappropriated or misused the • Legal disputes and public/product liability
You should therefore not under any circumstances
relevant piece of information – i.e. obtained or traded claims
disclose any Material Non-public Information to our
on it in violation of a contractual, fiduciary or legal
Client. • Changes in IP portfolio, including new
duty – in order for the crime of Insider Trading to licences, patents and trademarks
arise.
• Awarding or termination of key contracts
It may also be a crime to disclose (i.e. ‘tip’) Material • Anything else that is likely to have a
Non-public Information to a third party. substantial effect on the market price of a
publicly-traded security.

AlphaSights Ltd.
Strictly Private & Confidential
Registered in England No. 6534480. VAT No. GB937 4887 66
Confidential & Proprietary Information
As well as Material Non-public Information, there may
be other information in your possession that you have
a duty to keep confidential, for example because of
an employment, consultancy or severance agreement
you may have.
Definition
As a general rule, information will be confidential
and/or proprietary if:
• you received it in confidence;
• you agreed in writing or orally to keep it
confidential; or
• it relates to your employer.
Only you can assess definitively whether a piece of
information is confidential/proprietary but it is likely to
include trade secrets, customer lists, specific
marketing, sales and product information and detail
about business processes and corporate strategy. It
will not generally include (i) your overall skills,
experience and perspectives based on your career to
date or (ii) information that is in the public domain.
(See Box 2 below for more information.)
Strictly Private & Confidential
How to treat Confidential Information The owner of the confidential/proprietary information
could also have a claim against you in relation to its
When engaging in Interactions with our Client, you disclosure.
should limit what you discuss to permitted categories
of information only, namely (i) your general skills, Box 2
experience and perspectives and (ii) public
information. Could it be Confidential?
Unless already in the public domain, the following
If you are asked a question during an Interaction that (non-exhaustive) types of information are highly
would require the disclosure of Confidential or likely to be confidential/proprietary:
Proprietary Information, you should refrain from
answering that question. As a condition to using our • Financial information, including, revenues,
service, our clients are prohibited from knowingly profits, losses and margins
soliciting confidential/proprietary information so they • Internal forecasts, projections or results
will understand if there are topics that you cannot
• Customer lists, contact details and sales
discuss. volumes
• Existence and status of contractual
If you are in any doubt about whether information is
negotiations
confidential, you should obtain clarification from that
information’s owner, before disclosing it to our Client. • R&D, product innovation and pending IP
registrations
In the absence of any indication to the contrary, our
Client will assume that you were entitled to disclose • Clinical trial results/progress
any information they receive from you. • Supplier relationships
• Changes in management, actual or planned
Consequences of disclosure
• Financing arrangements, actual or planned
As with Material Non-public Information, if you • Other information concerning specific business
disclose Confidential and/or Proprietary Information processes or corporate strategy
to our Client, they will be prohibited from acting on
this information and may, as a result, not be able to
pursue a planned investment opportunity, whether it
relates to public or private securities.
AlphaSights Ltd.
Registered in England No. 6534480. VAT No. GB937 4887 66
Client’s Information

Another category of Confidential & Proprietary

Information is that which belongs to our Client.

You should assume that any information you receive

from our Client (or from AlphaSights about our Client
and their interest in a particular project) is
confidential.

As per your Terms of Engagement, you are

prohibited from disclosing any of our Client’s
Confidential or Proprietary Information to any third
party following an Interaction. You should also not
use any information for your own benefit, including by
dealing in any securities that may be affected by it.

AlphaSights Ltd.
Strictly Private & Confidential
Registered in England No. 6534480. VAT No. GB937 4887 66